Shares and Share Capital

Shares in a limited company having share capital must each have a fixed nominal value and a share must be distinguished by its appropriate number, unless if at any time all the issued shares in a company are fully paid up and rank pari passu for all purposes, or all the issued shares of a particular class in a company are fully paid up and ranks pari passu for all purposes. In these cases none of those shares need thereafter have a distinguishing number so long as they remain fully paid up and rank pari passu for all purposes with all shares of the same class and are fully paid up.

Under the Act shares can be issued in any currency e.g. Euros or Dollars.

Previously legislation provided for companies to have an 'authorised share capital'. This requirement will be abolished from 1 October 2009, so that there will no longer be a statutory limit on the number of shares that may be issued. Existing companies will either need to pass an ordinary resolution or modify their articles if they wish to remove the old restriction of authorised share capital.

The Act permits giving financial assistance for the purchase of shares.

Shares are personal property (Scotland: moveable property) and may be transferred in accordance with the articles and relevant legal requirements.

The Act also contains provisions relating to:

• The allotment of shares and the authority for allotment
• Pre-emption rights on the allotment of shares
• Sub-division or consolidation of shares
• Redenomination of share capital
• Variation of class rights
• Reduction in share capital
• Redeemable shares
• Purchase of own shares
• Redemption of own shares
• Capital redemption reserve and payment out of capital
• Share warrants